Global Corporation LLC, Dubai :: Sub-Contracting Agreement

SUBCONTRACTING AGREEMENT

entered into between

GLOBAL CORPORATION LLC

(hereafter referred to as “GLOBAL”),
a private company incorporated in accordance with the laws of the United Arab Emirates

and

Nulane Investments 204 Pty Ltd t/a

NULANE MANAGEMENT SERVICES
(hereafter referred to as the “Company”),
a Company incorporated in accordance with the laws of South Africa
Registration Number: 2008/020988/07

(individually or collectively, as the context may require, these parties shall be referred to as “a Party” or “the Parties”.)

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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement

TABLE OF CONTENTS

1 DEFINITIONS ............................................................................................................................................................................................ 3
2 INTERPRETATION .................................................................................................................................................................................... 3
3 TERMS OF REFERENCE .......................................................................................................................................................................... 3
4 RELATIONSHIP OF THE PARTIES ........................................................................................................................................................... 4
5 PERSONNEL AND NON-SOLICITATION .................................................................................................................................................. 4
6 SUBCONTRACTING AND ASSIGNMENT ................................................................................................................................................. 5
7 ACCEPTANCE AND TESTING .................................................................................................................................................................. 6
8 CHARGES ................................................................................................................................................................................................. 6
9 INVOICING AND PAYMENT TERMS......................................................................................................................................................... 7
10 CONFIDENTIALITY ................................................................................................................................................................................... 8
11 INTELLECTUAL PROPERTY..................................................................................................................................................................... 9
12 OBLIGATIONS OF THE PARTIES ............................................................................................................................................................. 10
13 LIMITATION OF LIABILITY ........................................................................................................................................................................ 11
14 DISCLAIMER ............................................................................................................................................................................................. 12
15 FORCE MAJEURE..................................................................................................................................................................................... 12
16 TERMINATION .......................................................................................................................................................................................... 13
17 BREACH .................................................................................................................................................................................................... 13
18 DISPUTE RESOLUTION............................................................................................................................................................................ 14
19 GLOBAL WARRANTIES ............................................................................................................................................................................ 15
20 ENTIRE CONTRACT, VALIDITY AND DURATION .................................................................................................................................... 15
21 SEPARATE UNDERTAKINGS ................................................................................................................................................................... 15
22 STATEMENTS OF WORK ......................................................................................................................................................................... 15
23 GOVERNING LAW..................................................................................................................................................................................... 16
24 EXCLUSIVITY ............................................................................................................................................................................................ 16
25 GENERAL .................................................................................................................................................................................................. 16
26 REPRESENTATION .................................................................................................................................................................................. 16
27 DOMICILIUM CITANDI ET EXECUTANDI ................................................................................................................................................. 16
ANNEXURE A – REPRESENTATION AND DOMICILIA...................................................................................................................................... 17
ANNEXURE B – GLOBAL CORPORATION BANKING ....................................................................................................................................... 18
ANNEXURE C – BACKGROUND TO THE PROJECT......................................................................................................................................... 19
ANNEXURE ‘D’ – PROJECT FEES & PAYMENT SCHEDULE............................................................................................................................ 20
PAYMENT SCHEDULE ....................................................................................................................................................................................... 20
ANNEXURE “E” – FORM OF STATEMENT OF WORK (SOW) .......................................................................................................................... 21
SIGNATURES ..................................................................................................................................................................................................... 23

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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
1 DEFINITIONS
In this Agreement, unless the context clearly indicates a contrary
intention, the following expressions and words have the meanings
assigned to them below and derivative expressions and words will
have a corresponding meaning:
1.1 “the/this Agreement” means this agreement together with
the annexures and SOWs hereto, as well as all
amendments to any of these components executed by the
Parties in accordance with clause 20.2;
1.2 “Business Day” means any day other than a Saturday,
Sunday or official Public holiday in the Republic of South
Africa;
1.3 “Contract Value” is the value of this Agreement as
specified in annexure E;
1.4 “Default” means any failure by either Party to fulfil its
obligations in terms of this Agreement;
1.5 “Deliverable” refers to anything tangible delivered
pursuant to the Services under this Agreement;
1.6 “the Effective Date” means Nov 01, 2011 notwithstanding
the signature date;
1.7 “Personnel” of a Party includes employees, directors,
agents, consultants, contractors, subcontractors,
professional advisers, or other representatives of the
Party, while “Employees” of a Party is limited to
employees (whether permanent or fixed-term) and
directors of the Party;
1.8 “Project” means the project to be undertaken by Global in
terms of and consequent upon the conclusion of this
Agreement, and which shall include any services rendered
under a SOW under this Agreement;
1.9 “Proposal” means the document which Global provided to
the Company who in turn forwarded the same to the Client,
which resulted in this Agreement being concluded;
1.10 “RSA” means the Republic of South Africa;
1.11 “SA Labour Relations Act” means the South African
Labour Relations Act 66 of 1995, as amended;
1.12 “SA Companies Act” means the South African
Companies’ Act 71 of 2008, as amended;
1.13 “SA VAT Act” means the South African Value-Added Tax
Act 89 of 1991, as amended;
1.14 “Services” means the services to be rendered by Global to
the Client through the Company under this Agreement,
which could include the production and delivery of
Deliverables, as detailed in annexure D;
1.15 “Tax Invoice” means a document prepared in accordance
with section 20 of the SA VAT Act;
1.16 “VAT” means value-added tax; and
1.17 “ZAR” means the South African Rand currency.
2 INTERPRETATION
2.1 References to this Agreement shall include the schedules
and annexures to this Agreement, as well as any SOWs
under this Agreement.
2.2 The table of contents, and the headings to the clauses in
this Agreement are for convenient reference purposes
only, shall not be used in the interpretation of this
Agreement, and shall not limit or extend the language of
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© Global Corporation LLC, 2011
the clauses to which they refer.
2.3 Words and phrases defined in this Agreement shall also
apply in the interpretation of the same words and phrases
in annexures or schedules to this Agreement, save where
specifically indicated to the contrary in such annexures or
schedules.
2.4 Unless the context otherwise requires:
2.4.1 The singular shall import and include the plural and vice
versa;
2.4.2 Words indicating a gender shall import and include other
genders;
2.4.3 Words indicating natural persons shall include juristic
persons;
2.4.4 The Gregorian calendar shall be the basis for any years,
quarters, months or dates expressed in this Agreement;
and
2.4.5 References to clauses, schedules, parts and sections
are, unless otherwise provided, references to clauses,
schedules, parts and sections of this Agreement.
2.5 If any provision in a definition, including the defined words
and expressions in clause 1 (and elsewhere in this
Agreement or within an SOW), is a substantive provision
conferring rights or imposing obligations on any Party,
notwithstanding that it is only in a definition clause, effect
shall be given to it as if it were a substantive provision of
this Agreement.
2.6 The use of the word ‘including’ followed by a specific
example or examples shall not be construed or interpreted
as limiting the meaning of the general wording preceding it.
The eiusdem generis rule shall not be applied in the
interpretation of such general wording or such specific
example or examples, and where general words follow
particular and specific words, the general words must not
be confined to the particular or specific words used in the
context.
2.7 When any number of days is prescribed in this Agreement,
same shall be reckoned inclusively of the first and
exclusively of the last day unless the last day falls on a day
which is not a Business Day, in which case the last day
shall be the immediately following Business Day. In the
event that the day for payment of any amount due in terms
of this Agreement should fall on a day which is not a
Business Day, then the relevant date for payment shall be
the following Business Day.
2.8 Where figures are referred to in numerals and in words, if
there is any conflict between the two, the words shall
prevail.
3 TERMS OF REFERENCE
3.1 The Company and the Department of Economic
Development, Tourism and Environmental Affairs,
Free State Province, South Africa (“DETEA”) (“the
Client”) have entered into an agreement, dated Oct 5,
2011 (hereafter referred to as the “Main Agreement”)
under which the Company has agreed to perform for the
Client certain services described in the Main Agreement
(“the Project”).
3.2 The Company wants to appoint Global to provide to or on
behalf of the Company certain services defined in this
Agreement (“Services”).
3.3 The Parties agree that the scope of this Agreement is to
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
regulate the performance of Global related to the Services.
3.4 All Services performed by Global to the Company will be in
accordance with the agreed terms of reference for the
Project as contained in this Agreement unless both Parties
in writing agree upon a revision.
4 RELATIONSHIP OF THE PARTIES
4.1 The Parties hereto shall be deemed to be independent
contractors, and the Personnel of one shall not be deemed
to be Personnel of the other.
4.2 Neither Party shall act as the agent of the other, and
neither Party shall have the authority, or represent that it
has the authority, to bind the other Party. In addition,
neither Party shall have any fiduciary duty towards the
other Party under this Agreement; nor shall this Agreement
(or any component thereof) be construed as imposing
upon either of the Parties any of the fiduciary duties of
directors as specifically prescribed by the SA Companies
Act.
4.3 Nothing in this Agreement, or in any SOW, shall be
construed as constituting a temporary employment service
as contemplated in section 198 of the SA Labour Relations
Act.
4.4 Nothing in this Agreement, or in any SOW, shall be
construed as creating a partnership or joint venture
between the Parties, and neither Party shall have any
authority to incur any liability on behalf of the other or to
pledge the credit of the other Party, unless such has been
expressly agreed between the Parties and recorded in
writing.
4.5 No person who is not a party to this Agreement shall have
any rights under the Agreement to enforce any of its terms.
4.6 The Parties acknowledge that separate agreements to this
Agreement may exist between them, for different subject
matters to that of this Agreement. Rights and obligations
existing under such other agreements will not result in
rights and obligations under this Agreement, and vice-
versa. No Party shall be entitled to enforce its rights in
such other agreements between any of the other Parties
by withholding performance under this Agreement.
4.7 The provisions of this clause 4 shall survive termination of
this Agreement, and continue to bind the Parties.
5 PERSONNEL AND NON-SOLICITATION
5.1 Provision of Personnel:
5.1.1 The Parties will provide Personnel as specified in the
Agreement, or as may be specified in a SOW.
5.1.2 The Parties will each utilise such Personnel as is
necessary to enable them to fulfil their respective
obligations under this Agreement.
5.1.3 The Parties will ensure that the Personnel which they
utilise pursuant to this Agreement have the requisite
skills and experience for the role which each such
person will be required to perform under this Agreement.
5.1.4 The Personnel of either Party may be unavailable for
short periods of time for reasons including annual leave,
internal meetings, and training. Each Party undertakes
to minimise any disruption to the Services because of
such circumstances.
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5.2 Company Personnel:
5.2.1 The Company acknowledges that the provision of key
Personnel by the Company, as specified in the
Agreement and any SOWs, is critical to the Agreement.
Such key Personnel will, to the Company’s reasonable
knowledge and belief:
5.2.1.1 Be able to perform their role as required for this
Agreement, and will remain so for the duration of their
involvement in the Services under this Agreement; and
5.2.1.2 Be available to render their components of the
Services as described in this Agreement.
5.2.2 If, notwithstanding this obligation, any of the Company’s
key Personnel are unavailable at any time, the Company
may provide a reasonable substitute, provided the
Parties agree that such a substitute is suitable for the
intended position.
5.2.3 If the Company is unable to provide a reasonable
substitute member of Personnel, the Company is entitled
to request Global to provide a person to fulfil the
Company role. The provision of any substitute
Personnel by Global, including the terms of such
resource provision, and any related costs, are subject to
prior agreement writing between the Parties. The
Company acknowledges that the provision of additional
or substitute key Personnel by Global is likely to result in
additional costs and expenses, and would be subject to
prior agreement between the Parties regarding timing
and Personnel availability.
5.2.4 The Company shall at all times be responsible for the
performance of its Personnel under this Agreement,
although for the purposes of this clause, the Personnel
of Global is excluded from this obligation of the
Company.
5.2.5 Global shall not be liable to the Company for any delay
or failure to render the Services either at all or in a timely
manner, where such delay or failure is attributable to a
breach by the Company resulting from non-fulfilment by
the Company of its obligations under clause 5.2.
5.3 Global Personnel:
5.3.1 Global acknowledges that the provision of key off-shore
Personnel by Global, as specified in the Agreement and
any SOWs, is critical to the Agreement. Such key
Personnel will, to the reasonable knowledge and belief of
Global:
5.3.1.1 Be able to perform their role as required for this
Agreement, and will remain so for the duration of their
involvement in the Services under this Agreement; and
5.3.1.2 Be available to render their components of the
Services as described in this Agreement.
5.3.2 Global shall utilise suitably qualified and trained off-shore
Personnel to render the Services to the Company in
terms of this Agreement.
5.3.3 Global shall be entitled, in consultation with the
Company to allocate Personnel in accordance with the
skills and knowledge required for the specific work to be
performed, provided further that any exercise of such
discretion shall not negatively impact upon the rendering
of the Services by Global to the Company in terms of this
Agreement.
5.3.4 Global acknowledges the need for the continuity of
resources on the Project. Global may however
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substitute Personnel at its discretion and will give
reasonable notice to the Company of such substitution of
senior Personnel, and will provide reasonable
replacement Personnel of equivalent ability.
Accordingly, where it is necessary for Global Personnel
to be reassigned or removed from the rendering of the
Services, and replaced, Global shall, where reasonable
in the particular circumstances, ensure that an
appropriate handover to the replacement member(s) of
Personnel is effected with minimal disruption to the
Company.
5.4 Project Managers:
5.4.1 Each Party shall nominate a manager or equivalent
senior resource responsible for the execution of the
Project (“Project Manager”), by way of a written notice
to the other Party, who shall:
5.4.1.1 Be available to consult with the Project Manager of the
other Party on reasonable notice, on matters relating
to the Project;
5.4.1.2 Engage with the other Party to ensure that day-to-day
decisions and approvals with respect to the Project are
made timeously;
5.4.1.3 Accept as a representative of the relevant Party any
notices and correspondence from the other Party
relating to the Project or the Agreement;
5.4.1.4 Ensure the execution of any administrative or
compliance-related matters under the Agreement for
that Party; and
5.4.1.5 Use commercially reasonable efforts to ensure the
successful execution of the Project.
5.4.2 The Global Project Manager will also be the on-site
representative for Global.
5.4.3 Either Party wishing to replace their Project Manager,
shall do so by means of a written notice to the other
Party.
5.5 Non-solicitation of Personnel:
5.5.1 The Company agrees not to make any offer of
employment or to employ any member of Global
Personnel rendering Services under this Agreement,
either during the term of the Agreement or for a period of
six (6) months thereafter. The Company also agrees not
to directly use the Personnel of Global as consultants,
for the same period. Breach of this condition will render
the Company liable to pay damages in an amount equal
to 6 (six) month's salary of the relevant member of
Personnel, provided that such damages shall be
calculated in respect of the 6 (six) month period prior to
such member of Personnel leaving the employ of Global.
The Parties agree that the aforementioned damages are
fair, based on the damage Global is likely to suffer, and
considering the difficulty in calculating the actual
damages.
5.5.2 Global also undertakes not to offer employment directly
or indirectly to the Company’s Personnel involved in the
Services under this Agreement during the period of the
term of the Agreement and for a period of 6 (six) months
thereafter. Breach of this condition will render Global
liable to pay damages in an amount equal to 6 (six)
month's salary of the relevant member of Personnel,
provided that such damages shall be calculated in
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respect of the 6 (six) month period prior to such member
of Personnel leaving the employ of the Company. The
Parties agree that the aforementioned damages are fair,
based on the damage the Company is likely to suffer,
and considering the difficulty in calculating the actual
damages.
5.5.3 The Parties agree that if any Employee of a Party
applies for a position at the other Party, not due to any
solicitation of the Employee by that Party, such Party will
notify the Party currently employing that individual of
such an application (upon becoming aware of such
application), before offering any position to that
Employee, or entering into negotiations with that
Employee aimed at resulting in the offering of a position.
5.5.4 The provisions of this clause 5.5 shall survive
termination of the Agreement, and continue to bind the
Parties.
6 SUBCONTRACTING AND ASSIGNMENT
6.1 Subcontracting:
6.1.1 Global shall have the right to subcontract its obligations
under this Agreement, provided that Global shall remain
responsible to the Company for the fulfilment of
obligations assumed in terms of this Agreement, under
the following circumstances:
6.1.2 Subcontracting components of the Services:
6.1.2.1 Global may not subcontract any or all of the Services
to be rendered under the Agreement on its behalf,
without the prior written approval of the Company,
which approval shall not be unreasonably withheld or
delayed. Subcontractors listed in the Agreement, or in
an SOW, will be deemed approved.
6.1.2.2 Global is responsible for ensuring that any obligations
which it subcontracts are fulfilled by any such
subcontractor(s) concerned.
6.1.3 Subcontracting for resources:
6.1.3.1 Global may, from time to time in its sole discretion,
subcontract external companies to provide resources
to Global, to enable Global to fulfil its obligations under
this Agreement. For purposes of this Agreement,
Personnel of such a subcontractor would be included
in the Personnel of Global.
6.1.3.2 Global shall not be required to disclose the existence
or terms of any other subcontract entered into in such
instances, but shall take the Company’s reasonable
wishes into account in its choice of such
subcontractors.
6.1.4 The appointment of a subcontractor to render any part of
the Services contemplated in this Agreement shall in no
way relieve Global of any of its obligations or liabilities in
terms of this Agreement.
6.1.5 The Company may reasonably request Global to
withdraw and/or replace any member of the Personnel of
any such subcontractor on reasonable ethical or health
and/or safety grounds. It is agreed between the Parties
that if such an instruction results in delays to Global in
the rendering of Services, such delays shall be excused.
6.1.6 Global hereby accepts liability for all acts and omissions
of its subcontractors, relating to such subcontractors’
failure to render their component of the Services in
accordance with this Agreement. Global will ensure that
each subcontractor is aware of the provisions of this
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
Agreement relevant to that part of the Services which the
subcontractor is to render.
6.1.7 Global shall also ensure that each subcontractor is
aware of any other obligations of Global under the
Agreement, which may be relevant to the Services being
rendered by such subcontractors.
6.1.8 The Company may identify preferred subcontractors for
consideration by Global, but Global is under no
obligation to make use of such subcontractors.
6.2 Payment of subcontractors:
6.2.1 In accordance with clause 9.2, Global shall be
responsible for invoicing the Company. Should Global
make use of subcontractors in the rendering of the
Services, Global shall remain responsible for invoicing
the Company, which invoices shall include the amounts
owed by the Company to the Global Personnel in terms
of this Agreement, including amounts owed to Global for
its subcontractors and for Personnel provided by
subcontractors.
6.2.2 Global shall assume full responsibility for making
payment to its subcontractors, and no subcontractor,
who may be subcontracting to Global under this
Agreement, will be entitled to seek payment directly from
any Company party.
6.2.3 Global indemnifies the Company against any claim by a
subcontractor to Global, arising from payment
obligations between Global and the relevant
subcontractor, provided that the Company gives prompt
notice to Global of any such claim and Global controls
the defence thereof.
6.3 Assignment and cession:
6.3.1 Neither Party shall be entitled to assign, cede, or
otherwise transfer the benefit or burden of all or any part
of this Agreement without the prior written consent of the
other Party, which consent shall not be unreasonably
delayed or withheld.
7 ACCEPTANCE AND TESTING
7.1 “Acceptance” or “Accepted” or “Accept” means, in
respect of any Service or Deliverable, confirmation in
writing by the Company that the agreed Acceptance
Testing criteria or agreed alternative acceptance
formalities have been satisfied in respect of the Service or
Deliverable;
7.2 “Acceptance Testing” means the agreed process of
achieving Acceptance for a Service and/or Deliverable;
7.3 “Deliverable/Service Defect” means:
7.3.1 A deviation from the Specifications for a Deliverable or
Service agreed to in writing between the Parties; and/or
7.3.2 Non-compliance of a Deliverable or Service with the
standards agreed to in writing between the Parties for
such Deliverable or Service; and/or
7.3.3 An error that materially impacts the Company’s ability to
use any specific component of a Deliverable; and/or
7.3.4 An error that materially reduces the effectiveness of a
Service rendered; and/or
7.3.5 An error in a Deliverable or Service that materially
negatively impacts the technical performance of the
Company’s systems; and/or
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7.3.6 Non-compliance with the scope of work as agreed for a
Deliverable or Service, but excluding errors which are
minor or cosmetic in nature;
7.4 “Specifications” means the technical or descriptive
specifications of functional, operational, performance or
other characteristics required of a Service or Deliverable,
as agreed between the Parties from time to time;
7.5 Acceptance constitutes an acknowledgment that the
Agreement’s requirements in respect of the tested Service
and/or Deliverable have been satisfied as at the date of
Acceptance.
7.6 Disputes related to Acceptance:
7.6.1 In the event that Global considers a Deliverable or
Service ready to be accepted by the Client, and the
Company unreasonably withholds or delays such
Acceptance, Global shall be entitled to initiate a Dispute
in terms of clause 18 of this Agreement.
7.7 Company cooperation:
7.7.1 To the extent specified in the Agreement, and/or an
SOW, and/or agreed to between the Parties, and/or as
otherwise reasonably requested by Global, the Company
will ensure that the Client provides, at its cost and risk,
such materials and facilities reasonably necessary for
the conduct of the Acceptance Testing, including power,
environment, consumables, data, media and Personnel
to conduct user Acceptance Testing.
7.8 Failure of Acceptance Testing:
7.8.1 Following the completion of the Acceptance Testing, or
within the 5 (five) Business Day period described in
clauses Error! Reference source not found. and
Error! Reference source not found., if the Client or the
Company considers a Service and/or Deliverable to have
failed an Acceptance Test, or considers the Service or
Deliverable to contain a Deliverable/Service Defect, the
Company must set out the basis of this conclusion in
writing.
7.8.2 Unless agreed otherwise between the Parties, and
recorded in writing, Global will continue to deliver the
Service and/or work on the Deliverable until the Client is
satisfied that the requirements for such Service or
Deliverable have been met, that Acceptance Testing (if
applicable) is completed, and that the Service or
Deliverable does not contain any Deliverable/Service
Defects.
8 CHARGES
8.1 Project Fees:
8.1.1 “Project Fees” charged by Global on the Project can
include either or both of the following:
8.1.1.1 “Time and Material Fees”, which are based on the
actual time spent by off-shore Global Personnel on the
Project at the rates which are agreed between the
Parties, taking into account the experience and
seniority of Personnel, and the complexity of work
undertaken unless otherwise agreed; and
8.1.1.2 “Fixed Price Fees”, which are based on the amounts
agreed to in writing by the Parties, regardless of the
actual time spent by the off-shore Global Personnel.
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8.1.2 The Project Fees (“Fee Schedule”) are set out in
annexure “D”.
8.2 Reimbursable Expenses
8.2.1 Unless agreed otherwise between the Parties in writing
for the Project, out of pocket expenses incurred directly
on a Project by Global and its Personnel
(“Reimbursable Expenses”) will be charged to the
Company at actual cost.
8.2.2 Reimbursable Expenses include all reasonable costs
necessary for the successful completion of the Project
including but not limited to travelling, subsistence, goods
and services purchased on the Company's behalf,
communications, stationery, administration charges,
report and presentation material, secretarial time and
computer charges.
8.3 Exchange rate fluctuations:
8.3.1 To the extent that any Assignment Fees and/or
Reimbursable Expenses are dependent on currencies
other than ZAR, and to the extent that this fact and the
exchange rates used for converting the other currencies
to ZAR have been specified in the Agreement or in an
SOW:
8.3.1.1 Fluctuations in such exchange rates shall not affect the
prices specified in the Agreement or in an SOW unless
such fluctuations are substantial.
8.3.1.2 For the purposes of this clause 8.3, “substantial”
means an exchange rate fluctuation of 5% (five
percent) since the date of signing the Agreement or
the specific SOW, either increasing or decreasing the
exchange rate.
8.3.1.3 In the event of such occurrence, and provided that
there has been no material breach of this Agreement
by Global, the spot exchange rate on the date of
importation of the goods and/or Services, shall be
applicable to any invoices for these Assignment Fees
and/or Reimbursable Expenses.
8.4 Escalation of Rates:
8.4.1 Global may increase or decrease the rates applicable to
the Services under this Agreement, on the basis of the
escalation calculation as described in annexure H.
8.4.2 Such rate increases or decreases are to be
communicated by Global to the Company 30 (thirty) days
in advance of them becoming effective, providing all
relevant documentary evidence as reasonably required
by the Company. The Parties undertake to execute such
changes to this Agreement, and any relevant SOWs
under this Agreement, to reflect such changes.
8.4.3 Unless agreed otherwise between the Parties for an
SOW, and documented accordingly in such SOW, the
rates applicable to all current SOWs at the time of the
escalation will increase or decrease accordingly.
9 INVOICING AND PAYMENT TERMS
9.1 The Project payment schedule (“Payment Schedule”) is
set out in Annexure “D”.
9.2 Preparation of Invoices:
9.2.1 Global will provide the Company with an Invoice,
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containing inter alia the Project Fees and Reimbursable
Expenses, in the format, and containing the particulars,
required by law. The Company agrees to provide any
information to Global which Global may reasonably
require in the preparation of such invoices.
9.2.2 In accordance with clause 6.2.1, the invoice submitted
by Global to the Company shall include all fees due to
Global for subcontractors of Global involved in rendering
Services under this Agreement.
9.3 Payment of Invoices:
9.3.1 Invoices are payable on presentation.
9.3.2 The invoices referenced in this clause 9 shall be
submitted by Global to the Company on or before the 1st
(first) Business Day of the month and shall be paid by
the Company before the 25th (twenty fifth) calendar day
of the same month. The Parties record that in the event
of Global submitting the invoice after the 1st (first)
Business Day of the month, the Company shall be
required to make payment to Global within 30 (thirty)
calendar days of date of receipt of the invoice, or as
alternatively agreed between the Parties in accordance
with the Payment Schedule.
9.3.3 The Company agrees and acknowledges that Global will,
at its discretion, charge the Company interest at then-
current South African commercial banks’ annual prime
interest rates on undisputed invoices not paid within the
agreed payment period. For the avoidance of doubt, the
annual prime interest rate charged by the commercial
bank primarily used by Global shall be applied in
calculating interest on undisputed and overdue invoices,
on the basis of one twelfth (1/12) of such annual interest
rate per month, with the interest pro-rated for partial
months.
9.3.4 The Parties agree that payments may be effected by
electronic transfer of funds or as otherwise agreed
between the Parties, from time to time. The banking
details for Global are provided in annexure B. Global
shall communicate any change to its banking details to
the Company in writing, at least 10 (ten) days before the
effective date of such change.
9.3.5 All payments and terms of or arising out of this
Agreement shall be made free of bank exchange,
commission and any deductions to the Party entitled
thereto.
9.4 Disputed Invoices:
9.4.1 Should a dispute arise relating to any Project Fees or
Reimbursable Expenses due to Global:
9.4.1.1 The Company must notify Global of the disputed
amount(s) in writing, specifying the affected amount(s),
and the alleged reasons for such dispute, within 30
(thirty) days of receipt of the invoice containing the
disputed amount(s), failing which the Company shall
be deemed to have accepted the invoice as correct,
due and payable;
9.4.1.2 Any notification, as contemplated in the clause above,
shall detail the amount(s) disputed and the reason(s)
therefore;
9.4.1.3 The undisputed portion(s) of the invoice shall be
payable on the terms defined in clause 9.3;
9.4.1.4 The Company shall be entitled to withhold payment of
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
the disputed portion(s) of any amount(s) payable until
the dispute is resolved;
9.4.1.5 If the Company disputes, and withholds, an amount in
excess of 50 % (fifty percent) of the relevant invoice
total, Global shall be entitled to suspend the rendering
of the Services until the dispute is resolved and any
amount payable to Global pursuant to the resolved
dispute is paid;
9.4.1.6 Any suspension of Services as contemplated in the
clause above or in clause 9.6, shall be applied to all
performance milestone and dates, such that all such
milestones and dates shall be automatically extended
by a period of time equal to the period of the
aforementioned suspension; and
9.4.1.7 If the Parties are unable to resolve such a dispute, it
shall be referred for determination in accordance with
the provisions of clause 18.
9.5 Monthly Statements:
9.5.1 Upon reasonable request from the Company, Global will
provide the Company with a monthly statement
(“Statement”) in the format, and containing the
particulars, reasonably required by the Company, and
the Company agrees to provide any information to
Global which Global may reasonably require in the
preparation of such Statements.
9.5.2 Such Statements will set out the amounts then properly
due to it from the Company under this Agreement, and
will contain relevant information to enable the Company
to perform a reconciliation of invoices, credit notes (if
applicable) and payments.
9.6 Overdue payments:
9.6.1 Global shall have the right to halt or terminate entirely its
Services during any period in which any Project Fees or
Reimbursable Expenses is overdue and undisputed for
more than 30 (thirty) days but, despite written demand,
remain unpaid by the Company.
9.7 The provisions of this clause 9 shall survive termination of
this Agreement, and continue to bind the Parties.
10 CONFIDENTIALITY
10.1 “Advisors” means the respective directors, officers,
employees, agents, contractors, subcontractors and
professional advisors of each Party.
10.2 “Confidential Information” means a Discloser’s trade,
commercial, financial and management secrets, as well as
confidential and other proprietary information howsoever
such Confidential Information may be disclosed or made
available to the Recipient including, without limiting the
aforegoing, whether direct or indirect, orally, visually or in
electronic format or by reason of inspection of
documentation or other matter on or at the Discloser’s
premises or elsewhere including, but not limited to:
10.2.1 Technologies, concepts, ideas, inventions, methods,
methodologies, procedures, processes, systems,
techniques, designs, formulations, models, templates or
work papers;
10.2.2 Generalised features of the structure, sequence and
organisation of software, user interfaces and screen
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designs;
10.2.3 General purpose consulting and software tools, utilities
and routines;
10.2.4 Logic, coherence know-how, and methods of
management, operation or conducting business and
strategy used or to be used;
10.2.5 Technical data, product or process specifications and all
other technical, mechanical and computer information;
10.2.6 Financial, supply, exclusivity or other contractual
arrangements between or detail about the Discloser, its
suppliers, sources of material, clients and business
associates;
10.2.7 Any material or information subject to copyright,
trademark, patent or other form of intellectual property
rights;
10.2.8 Any information that relates to past projects of the
Parties; and
10.2.9 Any other matter that relates to the business of the
Discloser in respect of which information is not readily
available in the normal course of business and which
may come to the knowledge of the Recipient.
10.3 “Discloser” means the Party disclosing or granting access
to Confidential Information.
10.4 “Disclosure” means the transfer of Confidential
Information from the Discloser to the Recipient or the
acquisition of Confidential Information by the Recipient by
any direct or indirect means including but not limited to the
conveyance of Confidential Information by visual, oral,
electronic or other means and “disclose” or “disclosed” has
a corresponding meaning.
10.5 “Recipient” means the Party receiving Confidential
Information or to whom Confidential Information is
disclosed.
10.6 The Recipient hereby irrevocably agrees:
10.6.1 Not to divulge or disclose to any person whatsoever in
any form or manner whatsoever, either directly or
indirectly, any Confidential Information without the prior
written consent of the Discloser;
10.6.2 Not to, directly or indirectly, detract from, expand on,
amend, decompile, reverse engineer, use, exploit, permit
the use of, or in any other manner whatsoever apply the
Confidential Information for its benefit or the benefit of
any other person or for any purpose whatsoever other
than for the Project and otherwise than in accordance
with the provisions of this Agreement;
10.6.3 To maintain in secrecy any and all Confidential
Information of the Discloser which may be acquired by or
disclosed to it;
10.6.4 In cases where the Recipient is uncertain as to the
nature of any information (whether that information
qualifies as Confidential Information in terms hereof or
not), treat such information as Confidential Information in
terms hereof until written notice to the contrary is
received from the Discloser;
10.6.5 Take reasonable security measures, at least as great as
the precautions it takes to protect its own confidential or
proprietary information, to keep the Confidential
Information confidential;
10.6.6 Immediately notify the Discloser upon discovery of any
unauthorised use or Disclosure of the Confidential
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
Information or any other breach of this clause 10, and
will assist the Discloser in every reasonable way to at the
option of the Discloser regain possession of the
Confidential Information or prevent its further
unauthorised use;
10.6.7 Immediately at the Discloser’s reasonable request or in
any event at the completion of the Project return all
originals, copies, reproductions and summaries or
extracts of the Confidential Information or at the
Discloser’s option destroy such originals, copies,
reproductions and summaries or extracts of the
Confidential Information and certify destruction thereof;
and
10.6.8 That all Confidential Information is and shall remain the
property of the Discloser and that Disclosure thereof in
terms hereof does not grant to the Recipient any express
or implied license to use such Confidential Information or
right under any patent, copyright, trademark, or trade
secret information other than under this Agreement or
any SOW;
10.6.9 Not to directly or indirectly:
10.6.9.1 Do or purport to do anything or assist any other person
in doing anything which may or could impair, prejudice
or interfere with the Discloser’s vested rights, title and
interest in and pertaining to the Confidential
Information;
10.6.9.2 Represent that it has any right, title or interest in and
pertaining to the Discloser’s Confidential Information;
or
10.6.9.3 Disclose to any publishing or news media (including
but not limited to newspapers, magazines, radio or
television) any Confidential Information or any
information of any nature whatsoever with regard to
the products, services or activities of the Discloser,
which the Discloser has not already made known to
the public at large, without the prior written consent of
the Discloser.
10.7 The agreements and undertakings in this clause 10 are
given by each of the Parties on behalf of themselves and
in respect of each of their Advisors and in favour of each
other.
10.8 Each Party shall ensure that its Advisors comply with the
terms of this clause 10 and shall be responsible for any
breach of the terms of this clause 10 by its Advisors.
10.9 Each Party shall procure that each of its Advisors, to whom
Confidential Information may be disclosed or who
otherwise may obtain access to Confidential Information,
execute undertakings in substantially the same form as
this clause 10.
10.10 The Parties record and agree that the undertakings
referenced in clause 10.9 shall be concluded between the
Advisor and the employer of that Advisor.
10.11 The confidentiality obligations set out in this clause 10shall
not apply to any Confidential Information which:
10.11.1 A Recipient can demonstrate was already in the public
domain prior to its Disclosure or becomes available to
the public through no breach by any of the Parties
hereto;
10.11.2 Was rightfully in the Recipient’s possession without
obligation of confidence prior to receipt from the
Discloser as proven by its written records;
10.11.3 Can be proved to have been rightfully received by a
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Recipient from a third party without obligation of
confidence;
10.11.4 Is independently developed by a Recipient as proven by
its written records;
10.11.5 Is approved for release with the prior written consent of
the Discloser; or
10.11.6 Is required to be disclosed in order to comply with a
judicial order or decree, provided that the Recipient has
given the Discloser sufficient prior written notice of such
request to enable the Discloser to defend or protect such
Disclosure.
10.12 The provisions of this clause 10 shall survive termination of
this Agreement, and continue to bind the Parties.
11 INTELLECTUAL PROPERTY
11.1 Company and Global Intellectual Property:
11.1.1 Each Party has created, acquired or otherwise obtained
rights in, and may, in connection with the Project,
employ, provide, modify, create, acquire or otherwise
obtain rights in various concepts, ideas, methods,
methodologies, procedures, processes, know-how,
techniques, models, templates; generalised features of
the structure, sequence and organisation of software,
user interfaces and screen designs; general purpose
consulting and software tools, utilities and routines; and
logic, coherence and methods of operation systems
(collectively known as the “Own Technology” of each
Party)
11.1.2 To the extent that either Party utilises any of its property
(including intellectual property and its Own Technology)
in connection with the Project, such property shall
remain the property of that Party. Except for cases
where a licence is expressly granted in writing, the other
Party shall acquire no right or interest in such property.
Any improvements or enhancements to a Party’s Own
Technology resulting from a Project will remain the
property of that Party.
11.1.3 Notwithstanding anything in this Agreement, each Party
will exclusively own all right, title and interest, including
but not limited to all rights under all copyright, patent and
other intellectual property laws, in and to its Own
Technology.
11.1.4 In the event of either Party requesting the use of the
other Party’s Own Technology, outside the scope of the
Project, this would be subject to the Parties agreeing to a
written licence agreement for such use.
11.1.5 Subject to this clause 11, each Party (referred to as the
“Warranting Party” in this clause) warrants that no
aspect of its Own Technology rightfully utilised by its
Personnel and by the other Party in terms of this
Agreement will infringe any patent, design, copyright,
trade secret or other proprietary right of any third party
("Third Party Proprietary Rights"), and the Warranting
Party shall, at its cost, defend the other Party against
any claim that the Services infringe any such Third Party
Proprietary Rights, provided that the other Party gives
prompt notice to the Warranting Party of such claim, the
Warranting Party controls the defence thereof and the
other Party does not jeopardise the claim in any way.
11.2 Company Data:
11.2.1 “Company Data” means information of the Company
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
including information relating to subsidiaries or
associated companies of the Company and its business,
provided by the Company to Global pursuant to Global
rendering the Services.
11.2.2 Ownership in all the Company Data belonging to the
Company whether under its control or not shall continue
to vest in the Company, and Global shall not obtain any
proprietary rights in such data. Any improvements or
enhancements to the Company Data resulting from a
Project will remain the property of the Company.
11.2.3 The Company Data in the possession of Global, or to
which Global may have access during the currency of
this Agreement, may not be used by Global for any
purposes whatsoever other than as may be specifically
required to enable Global to fulfil its obligations in terms
of this Agreement.
11.2.4 The Company Data is and shall remain the property of
the Company and shall be deemed Confidential
Information of the Company in terms of this Agreement.
11.3 Deliverables under this Agreement:
11.3.1 Except as otherwise provided in this Agreement, and
upon full and final payment to Global of all amounts
owing to Global in terms of this Agreement, all
Deliverables shall, subject to clauses 11.1 and 11.3.2,
become the property of the Company.
11.3.2 To the extent that there are any components of Global
Own Technology included in the Deliverables, Global
grants to the Company, upon full and final payment as
aforesaid, a royalty-free, perpetual, world-wide, non-
exclusive, non-transferable licence to use such Global
Own Technology solely in connection with such
Deliverables.
11.3.3 In the event of the Company requesting use of any
Deliverables produced under this Agreement (or
components of such Deliverables), outside the scope of
the Project, this would be subject to the Parties agreeing
to a written licence agreement for such use.
11.4 The provisions of this clause 11 shall survive termination of
this Agreement, and continue to bind the Parties.
12 OBLIGATIONS OF THE PARTIES
12.1 Each Party will:
12.1.1 Be responsible for the performance of its Personnel,
although for the purposes of this clause, the Personnel
of Global is excluded from this obligation of the
Company;
12.1.2 Fully cooperate with the other Party to ensure timely
progress and execution of the Agreement and its SOWs;
12.1.3 If, and to the extent, specified in the Agreement or in an
SOW, hold meetings (including meetings relating to
planning, review and issue resolution) as necessary and
report to the other on a regular basis in order to keep the
other fully informed of the progress of work required
under the Agreement or in an SOW;
12.1.4 Fulfil its obligations and honour its responsibilities by the
dates specified in the Agreement or in an SOW;
12.1.5 Promptly remedy any defect or deficiency in the
fulfilment of its obligations in terms of this Agreement
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© Global Corporation LLC, 2011
and its SOWs;
12.1.6 Advise the other Party verbally and in writing as soon as
it becomes aware of anything, which may hamper or
delay either Party fulfilling its obligations in terms of this
Agreement and its SOWs; and
12.1.7 Provide all decisions, management approvals and inputs
reasonably requested by the other Party within a
reasonable time of such Party requesting such decision
or input.
12.2 Neither Party will be entitled to:
12.2.1 Interfere with or impede the contractual relationship
between the other Party and its Personnel; or
12.2.2 Unilaterally make any changes to the Agreement or any
part thereof.
12.3 Company obligations:
12.3.1 The Company shall cooperate with Global in the
rendering by Global of the Services, including without
limitation, providing Global with reasonable facilities and
timely access to data, information and Personnel of the
Company.
12.3.2 The Company will provide the Personnel required to
enable Global to render the Services under this
Agreement. Such Personnel will, to the Company’s
reasonable knowledge and belief, be fit for purpose, and
will remain so for the duration of their involvement in the
Project.
12.3.3 The Company shall be responsible for the reasonable
accuracy and completeness of all requested materials,
data and information provided to Global for purposes of
the rendering by Global of the Services. Global shall be
entitled to assume that all materials, data and
information provided by the Company are both accurate
and complete, unless agreed otherwise by the Parties in
writing.
12.3.4 Global will, where reasonable, notify the Company of
manifest errors in the materials, data and information
provided, or in the event that Global considers the
materials, data and information to be incomplete.
12.3.5 The Company will ensure that the Client provides Global
with access to the Company’s premises as reasonably
required by Global to enable Global to fulfil its obligations
under the Agreement. To the extent that such access is
unreasonably denied or suspended by the Client, the
Parties shall agree on reasonable additional cost and
expenses incurred by Global as a result thereof. Without
limiting the foregoing, the Company will, following a
temporary denial or suspension of access, permit a
resumption of access as soon as practicable.
12.3.6 To the extent that any of the Services are to be provided
at the Client’s site, the Company will ensure that the
Client will provide Global with reasonable office facilities
and office services to enable Global to fulfil its
obligations under this Agreement.
12.3.7 The Company shall procure the cooperation with Global
of any third parties involved in this Project, not under the
control of Global. The Company shall further ensure that
any party over which it has direct or indirect control
performs its duties and functions as may be reasonably
required by Global to enable Global to fulfil its obligations
under this Agreement.
12.3.8 To the extent that the Services to be provided by Global
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
requires the Company to procure specific computer
hardware and/or specific computer software licenses, the
Company must provide such hardware and software to
Global timeously. To the extent that any delay in
providing such hardware and/or software impacts the
ability of Global to fulfil its obligations under this
Agreement, Global will not be liable for delays in
providing its Services, resulting from such delays by the
Company. Any such delays as contemplated in the
clause shall be applied to all performance milestone and
dates, such that all such milestones and dates shall be
automatically extended by a period of time equal to the
period of the aforementioned delay.
12.3.9 If and to the extent that Global requires access to enable
it to fulfil its obligations under this Agreement, Global will
require the Company to timeously procure the right for
Global and its Personnel to use any computer hardware
owned by the Client, and its related system software
licensed to the Client, and any other computer software
licensed to the Client, provided that Global can prove to
the Company that such access is critical to the fulfilment
of Global’s obligations under this Agreement. Such
access may be limited to specific individual members of
the Personnel of Global, or for specific
functions/authorities, to the extent required to enable
Global to fulfil its obligations under this Agreement.
12.3.10 The Company, through the Client, undertakes to
facilitate through the relevant regulatory authorities all
necessary approvals, licences and security clearances,
provided that the delay in obtaining such should not be
used as a grounds for termination of the contract, unless
such delays directly or indirectly impact the ability of
Global to fulfil its obligations or enforce its rights under
this Agreement and are as a result of the Company’s
own delays or default. To the extent that any necessary
approvals, licences and security clearances have not
been obtained, and this impacts the ability of Global to
fulfil its obligations under this Agreement, Global will not
be liable for delays resulting from such.
12.3.11 The Company shall keep Global promptly informed of
any proposals or developments in the Company’s
business relevant to the Services, to the extent that such
proposals or developments have a reasonable impact on
the Services under this Agreement or an SOW, and with
due consideration to the confidentiality restrictions as
described in clause 10.
12.3.12 The Company will advise Global, in writing, of any
reasonable restrictions which it wishes to place on
Global regarding electronic correspondence, data
protection matters, and access to the Company’s
networks, for the Services to be rendered by Global
under this Agreement, and Global shall comply with such
restrictions.
12.4 Global obligations:
12.4.1 Global shall ensure that any party over which it has
direct or indirect control, including but not limited to any
subcontractor appointed to render the Services or any
part thereof, performs its duties and functions as may be
reasonably required by the Company to enable the
Company to fulfil its obligations under this Agreement.
12.4.2 Global will ensure the Services comply with the
standards and Service levels as specified in the
Agreement and in any SOWs.
12.4.3 Global will comply with reasonable directions given by
the Company in discharging its obligations under this
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Agreement.
12.4.4 Cooperation with other service providers and consultants
of the Company:
12.4.4.1 Global acknowledges and agrees that the Company
shall have the right to appoint, at its risk and cost, any
third party service provider or third party consultant
where this is necessary to ensure the integrated and
efficient conduct of the operations of the Company,
and in respect of quality assurance and Acceptance
Testing.
12.4.4.2 Global shall cooperate with any such third party
service provider or third party consultant appointed by
the Company where this is necessary to ensure the
integrated and efficient conduct of the operations of
the Company, and in respect of quality assurance and
Acceptance Testing. Without limiting the foregoing,
Global shall provide such reasonable assistance to
other service providers and consultants as the
Company may request from time to time.
12.5 Company standards, policies and procedures:
12.5.1 Global will comply with all standards, policies and
procedures of the Company and the Client, as agreed
between the Parties, and as recorded in the Agreement
or in an SOW.
12.5.2 If the Company wishes for Global to comply with updated
or revised versions of such standards, policies and
procedures, the Company will be required to provide
such new versions to Global for review. Global shall not
be obliged to comply with updated or revised versions of
such standards, policies and procedures, until it has
agreed to do so, such agreement not to be unreasonably
withheld or delayed
12.5.3 It is specifically recorded that should the compliance with
updated or revised versions of such standards, policies
and procedures result in additional effort or compliance
obligations to Global, this may result in a change of
scope of the Agreement and/or the impacted SOWs.
13 LIMITATION OF LIABILITY
13.1 The maximum liability (“Maximum Liability”) for each
Party for all claims arising out of the Services rendered in
connection with the Agreement shall be determined as
follows, subject to clause 13.7:
13.1.1 The total liability of Global is limited to the total fees paid
by the Company to Global pursuant to this Agreement,
as apportioned for Global’s part in a consortium; and
13.1.2 The liability of the Company at any point in time is limited
to the fees due and payable pursuant to this Agreement.
13.2 For the avoidance of doubt, the Maximum Liability shall
always be exclusive of any fees payable/paid by the
Company to Global in terms of, and the value of, any
SOW, as defined in clause 22.
13.3 The Maximum Liability is the aggregated liability for all
claims from whatever source and however arising, whether
in contract, delict or otherwise. Neither Party will be liable
to the other Party or any cessionary or third party claiming
through or on behalf of such Party for:
13.3.1 Any indirect, special, punitive or consequential damages
arising out of or related to this Agreement; or
13.3.2 Any loss or damages beyond the Maximum Liability
specified.
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
13.4 Either Party will only accept any form of liability, limited as
specified, if it is the subject of a final judgement in a court
of law or by way of arbitration.
13.5 Any claims, however rising, must be commenced formally
by service or court summons or process initiating
arbitration proceedings within 2 (two) years after the Party
bringing the claim becomes aware (or ought to reasonably
have become aware) of the facts which give rise to the
claim and, in any event regardless of the knowledge of the
claimant, by no later than three years after the date of the
alleged breach of contract, delict or other act or omission
giving rise to a cause of action. This expressly overrides
any statutory provision which otherwise apply.
13.6 Without derogating from the generality of clause 13.1:
13.6.1 The Company indemnifies Global against any loss,
damages, costs or expenses directly or indirectly
incurred by Global as a result of inaccurate or
incomplete information supplied by, or
misrepresentations, fraudulent acts or wilful Default on
the part of the Company, the Company’s Personnel, or
any third party under the control of the Company.
13.6.2 Global indemnifies the Company against any loss,
damages, costs or expenses directly or indirectly
incurred by the Company as a result of
misrepresentation, fraudulent acts or wilful default on the
part of Global, the Personnel of Global, or any third party
under the control of Global.
13.7 The following are expressly excluded from the limitation of
liability, but are subject to the other terms of this clause 13:
13.7.1 Direct proven damages resulting from a breach of either
Party’s Confidential Information; and
13.7.2 Direct proven damages resulting to a Party from a
breach by the other Party of the terms of clause 9
(Intellectual Property); and
13.7.3 The indemnities listed in clauses 13.6, 14.7, 14.8 and
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13.8 If any loss or damage arising out of or in connection with
this Agreement is caused partly by the fault of one Party,
and partly by the fault of the other Party, the damages
recoverable shall be reduced to such an extent as may be
just and equitable, having regard to the degree in which
each Party was at fault in relation to the damage as if the
provisions of the Apportionment of Damages Act of 1956,
as amended from time to time, were applicable to a claim
for breach of this Agreement.
13.9 The provisions of this clause 13 shall survive termination of
this Agreement, and continue to bind the Parties.
14 DISCLAIMER
14.1 It is understood and agreed that the Services may include
advice and recommendations provided by Global, but all
decisions in connection with the implementation of such
advice and recommendations shall be the responsibility of,
and made by, the Company.
14.2 Deliverables are supplied on the basis that they are for the
sole internal use of the Company and the Client and for the
exclusive purpose set out therein. Global shall not be liable
for any loss, damages, costs or expenses directly or
indirectly incurred by any party other than the Company
and the Client, as stated above, who may rely upon the
Deliverables for whatsoever reason.
14.3 Any advice, recommendation, report, certificate, schedule
or other Deliverable arising from or in connection with the
Services under this Agreement will be for the sole use of
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© Global Corporation LLC, 2011
the Company and the Client. No person other than the
Company or the Client shall be entitled to make use of any
Deliverable, unless this has been agreed in writing
between the Parties, in advance, and subject to terms
agreed between the Parties.
14.4 Any such advice, recommendation, report, certificate,
schedule or other Deliverable is based on the particular
facts and circumstances of the Client at a particular point
in time. Consequently, such advice, recommendation,
report, certificate, schedule or other Deliverable may well
not be relevant to another party or at a different time and
under different circumstances. Global does not warrant or
guarantee that there will be no change to relevant facts
and circumstances in the future or that future events or
outcomes will (or will not) transpire.
14.5 Copies of Deliverables may be made available to the
Company’s advisors provided that they are to be used by
the advisors solely for the purposes stated in such advice,
report, certificate, schedule or other Deliverable, and
provided that the advisors are made aware of this clause
14.
14.6 With the exception of clause 14.5, copies of Deliverables,
in whole or in part, may not be made available to any other
party without the prior express written consent of Global,
which consent may be given or withheld at its absolute
discretion, and which may be subject to terms and
conditions which Global in its sole discretion may
determine.
14.7 The Company indemnifies Global against any claim by any
third party arising from a copy of any report, certificate,
schedule or other Deliverable which the third party
received from the Company, its Personnel, or its advisors.
14.8 In the event of the Company not being the final consumer
of the Services under this Agreement (the “Consumer”),
the client indemnifies Global against any claims by the
Consumer.
14.9 The Company or the Client may not transfer, in whole or in
part, its rights in the Deliverables without the prior written
consent of Global, which consent may be given or withheld
at its absolute discretion, and which may be subject to
terms and conditions which Global in its sole discretion
may determine.
14.10 The provisions of this clause 14 shall survive termination of
this Agreement, and continue to bind the Parties.
15 FORCE MAJEURE
15.1 With the exception of obligations relating to payments,
confidentiality and intellectual property, no Party shall have
any responsibility for late delivery or for failure to deliver
due to any cause reasonably beyond their control,
particularly in the case of Force Majeure, defined in clause
15.2 below.
15.2 “Force Majeure” means any and all acts or events which
are neither controllable or predictable and therefore
independent of the will of any Party or of its
subcontractors, including but not limited to war, declared or
not, riot, revolution, strikes or other industrial actions,
machinery damage or breakdown, earthquake, tidal wave,
essential supply difficulties and irremediable non-
performance by a third party.
15.3 In the case of any Force Majeure:
15.3.1 The affected Party shall immediately notify the other
Party of the existence of such Force Majeure, and shall
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
provide in writing an estimate (updated from time to time)
of when the relevant circumstances are expected to
cease;
15.3.2 The affected Party shall take all reasonable steps by
lawful means to resume fulfilment of its obligations under
this Agreement as soon as is reasonably possible, and
shall discuss with the other Party ways and means to
overcome such conditions;
15.3.3 The affected Party shall not in any event be entitled to
additional or extra compensation by reason of the Force
Majeure event, and the affected Party shall not be liable
for any costs or damages, penalties or inconvenience
suffered by the other Party;
15.3.4 No such affected Party shall be obliged to fulfil its
obligations in terms of this Agreement, to the extent that
it is prevented from doing so during the duration of such
Force Majeure, with the exception of payment
obligations where the Company shall remunerate Global
for Services rendered; and
15.3.5 The Parties shall endeavour to meet at least once every
week from the date of the notice referred to in 15.3.1 to
determine the estimated duration of the Force Majeure.
15.4 Should either Party be unable to fulfil a material part of its
obligations under this Agreement for a period in excess of
1 (one) continuous calendar month due to a Force Majeure
condition, as calculated from the date of the notice referred
to in clause 15.3 above, then the other Party shall have the
right to terminate this Agreement forthwith by written
notice.
16 TERMINATION
16.1 In the event of the Agreement or any part of the Services
being terminated for whatsoever reason, the Company
shall make payment of any amounts due and payable by it
to Global in terms of this Agreement within 30 (thirty) days
of such termination. The termination of the Agreement or
any part of the Services will not prejudice the rights of any
Party to claim damages, or to obtain any other relief in
respect of any antecedent breach of the terms of this
Agreement prior to such termination. This clause is
severable from the rest of the provisions of this
Agreement, and shall survive termination of this
Agreement, and continue to bind the Parties.
16.2 Termination due to auditor independence constraints:
16.2.1 Global may immediately terminate this Agreement or any
impacted part of the Services if the circumstances in
clause Error! Reference source not found. of this
Agreement should occur.
16.3 Termination due to regulatory changes:
16.3.1 Either Party may terminate this Agreement or any
impacted part of the Services if regulatory changes occur
which would render it impossible for the Services (or
such relevant part thereof) to continue without
transgressing the changed regulations.
16.4 Termination for Convenience:
16.4.1 The Company may terminate this Agreement (and the
Services) upon 1 (One) months prior written notice to
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© Global Corporation LLC, 2011
Global, provided that the Company shall pay to Global in
lieu of notice, all amounts that Global would reasonably
have been entitled to under the Agreement during the
one-month period after the notice of termination.
16.4.2 Global may terminate this Agreement (and the Services)
by providing 1 (One) months prior written notice to the
Company to this effect.
16.5 Termination by Global for Company non-payment:
16.5.1 Global may terminate the Agreement, or any part
thereof, if the Company has failed, refused and/or
neglected to make payment of any undisputed fees
within the agreed payment period.
16.5.2 Such termination shall not relieve the Company of its
obligation to pay the outstanding undisputed fees, and
Global shall, in accordance with clause 9.3.3, be entitled
to charge interest on such outstanding amounts.
16.6 Expiry and Extension of the Agreement as a whole:
16.6.1 It is acknowledged that certain portions of the Services
under this Agreement may expire before others, but that
the terms of this Agreement shall remain in effect while
there are still any Services to be delivered under this
Agreement, including Services as described in an SOW,
unless agreed otherwise between the Parties and
recorded in writing.
16.6.2 In the absence of an agreement to the contrary between
the Parties, as per the terms of this Agreement, or as
described in writing and signed by both Parties, this
Agreement will expire automatically upon completion of
all Services to be rendered under the Agreement and
under all SOWs signed under this Agreement. Neither
Party will be required to provide notice to the other Party
regarding such expiration of the Agreement, and neither
Party shall incur any liability or penalty or duty as a result
of such expiration.
16.7 General terms applicable to termination and expiry:
16.7.1 In the event of either Party wanting to terminate this
Agreement, or any part thereof, for reasons other than
those described above, such termination, and the terms
thereof, will be subject to agreement between the
Parties, to be recorded in writing.
16.7.2 Should the Company require Global to assist with
knowledge transfer in order to ensure an orderly
handover to the Company or to a third party, such
Services would be rendered under a SOW, and the
terms of such assistance are subject to written
agreement between the Parties.
16.7.3 Termination of the Agreement will imply termination of all
SOWs under the Agreement.
17 BREACH
17.1 Should either Party to the Agreement commit a material
breach of any of the provisions of the Agreement including
without limitation a breach of any warranty given in terms
of this Agreement or any representation being incorrect
(“the Defaulting Party”) and fail to remedy such breach
within 14 calendar days of written demand from the other
Party (the “Aggrieved Party”) or such longer period as
may be reasonable in the circumstances, then the
Aggrieved Party may, in addition to any other rights and
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
remedies that it may have, including the right to recover
damages:
17.1.1 Without notice to the Defaulting Party, to bring an
application in any court of competent jurisdiction,
whether on an urgent basis or not, for the granting of an
interdict against the Defaulting Party to prevent any
further breach of the terms of the Agreement; and/or
17.1.2 Terminate any part of or all of the Agreement or the
Services to which such breach relates, such termination
to be effective immediately upon receipt by the
Defaulting Party of written notice to that effect.
17.2 Notwithstanding anything to the contrary contained in this
Agreement, a Party shall have the right to immediately
terminate the Agreement if the other Party:
17.2.1 Is placed in provisional or final liquidation, whether
compulsory or voluntarily; and/or
17.2.2 Allows any judgement granted against it to remain
unsatisfied for a period of 10 (ten) days after such
judgement comes to the attention of that Party save for
that Party instituting appeal proceedings; and/or
17.2.3 On or after the Effective Date commits any act or
omission which would render it liable to be liquidated;
and/or
17.2.4 On or after the Effective Date admits in writing that it is
unable to pay its debts timeously or at all; and/or
17.2.5 Becomes or is declared insolvent, or is the subject of any
proceedings related to its liquidation, insolvency or the
appointment of a receiver or similar officer for it; and/or
17.2.6 Makes an assignment for the benefit of all or
substantially all of its creditors; and/or
17.2.7 Enters into an agreement for the composition, extension,
or readjustment of substantially all of its obligations.
17.3 The provisions of this clause 17 shall survive termination of
this Agreement, and continue to bind the Parties.
18 DISPUTE RESOLUTION
18.1 The Parties agree to use reasonable efforts to resolve by
good faith negotiations any disputes or differences that
arises between them under or in connection with this
Agreement, or an SOW, through their respective Project
Managers. Neither Party will resort to legal or arbitration
proceedings, or terminate this Agreement, until the
following process has been exhausted, except if it is
necessary to seek urgent interim relief.
18.2 If any dispute, disagreement, difference or claim under or
in connection with this Agreement, or in terms of any
SOW, and/or in respect of the existence, validity and/or
termination thereof, and whether in contract, delict or
otherwise, arises between the Parties, including a breach
or an alleged breach under this Agreement, or under an
SOW, (called hereafter the “Dispute”), which either Party
believes is unable to be resolved at an operational level
(between their respective Project Managers), or which is
sufficiently serious that it cannot be resolved at the
operational level, either Party will in writing notify the other
of the Dispute, providing the details of the Dispute.
Management representatives of each of the Parties will
then endeavour in good faith to agree upon a resolution
through negotiation.
18.3 The Dispute shall first be referred to the respective Project
directors of each Party, who will use their best endeavours
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© Global Corporation LLC, 2011
to resolve the Dispute within 7 (seven) days of the Dispute
having been referred to them, or such other time frame
agreed between the Parties.
18.4 Should the Project directors of the Parties be unable to
resolve the Dispute in accordance with the foregoing, the
Dispute shall be escalated to the respective managing
directors (or equivalent officers) of the Parties, who will use
their best endeavours to resolve the Dispute within 21
(twenty one) days of the Dispute having been referred to
them, or such other time frame agreed between the
Parties.
18.5 Should the respective managing directors of the Parties be
unable to resolve the Dispute in accordance with the
foregoing, the Dispute, if arbitrable in law, shall be finally
resolved in accordance with the Rules of the Arbitration
Foundation of Southern Africa or its successor in title
(“AFSA”) by an arbitrator or arbitrators appointed by
AFSA.
18.6 The place of arbitration shall be Johannesburg, Sandton or
Pretoria, and English shall be the language of arbitration,
being the language of the Agreement and the
correspondence between the Parties. The arbitral award
shall be issued in English. The Parties agree that
arbitration proceedings are to be held in camera and shall
be confidential, and only the Parties and/or their legal
representatives, and limited senior representatives, shall
be present.
18.7 It is the intention of the Parties that the arbitration shall,
where possible, be held and concluded within 20 (twenty)
working days after it has been initiated. The Parties shall
use their best endeavours to procure the expeditious
completion of the arbitration process.
18.8 The Parties shall keep the evidence in the arbitration
proceedings and any order made by any arbitrator
confidential, unless otherwise contemplated herein or as is
needed to enforce rights in a court of law.
18.9 The arbitrator shall have the fullest and freest discretion
with regard to the proceedings, save that he shall be
obliged to give his award in writing, fully supported by
reasons, and shall make such order as to costs as he
deems just. Any costs order awarded by the arbitrator
shall be on a scale as between attorney and client.
18.10 The arbitrator shall have the power to give default
judgment if either Party fails to make submissions on due
date and/or fails to appear at the arbitration, or fails to pay
its contribution towards the costs of the arbitration.
18.11 Subject to the finalisation of any review or appeal
proceedings permitted under the rules of AFSA, the
decision or award resulting from the arbitration shall be
final and binding, and may be made an order of any court
of competent jurisdiction at the instance of either Party to
the Dispute. With effect from the date of the arbitral award
or, in case of the settlement of any Dispute, with effect
from the date of any such settlement, neither Party shall
have any further right and/or claim (including, without
limitation, any right pursuant to a subrogation) against the
other Party in connection with or relating to the Dispute in
question.
18.12 Notwithstanding the foregoing, nothing in this clause 18
shall be construed as precluding either Party from applying
to court for a temporary interdict or other relief of an urgent
nature, pending the decision of the award of the arbitrator
in terms of this clause 18, provided the terms of this clause
18 have been materially complied with by the Party
seeking such relief, and further providing such Party has
been attempting to resolve the dispute in good faith before
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
seeking such relief.
18.13 The provisions of this clause 18 shall survive termination of
this Agreement, and continue to bind the Parties.
19 GLOBAL WARRANTIES
19.1 Global warrants that it shall, at all times:
19.1.1 Possess and have the knowledge, skills and expertise,
necessary to enable it to render the Services in terms of
this Agreement; and
19.1.2 Use and adopt professional techniques and standards
and render the Services with due care, skill and
diligence.
19.2 Global gives no warranty whatsoever as to any third
party’s software, hardware or other products, including its
suitability for the Client’s requirements, functionality and
performance and shall not be responsible for any defects
of whatsoever nature in any third party’s software,
hardware or other products.
19.3 Global warrants that for a period of 6 (six) months after the
Acceptance of any Deliverable or Service, the Deliverable
or Service will be free of material Deliverable/Service
Defects. Global shall promptly rectify any
Deliverable/Service Defect in a Deliverable or Service at
no additional charge to the Company if it the Company
notifies Global in writing of the Deliverable/Service Defect
during this warranty period.
19.4 Global shall only be held responsible for remedying errors
or defects which are within its reasonable control to
remedy, and provided that such errors or defects are within
the agreed scope of Services under this Agreement.
19.5 Except as expressly provided in this Agreement, Global
disclaims all warranties, either express or implied,
including, without limitation, warranties of merchantability
and fitness for a particular purpose.
20 ENTIRE CONTRACT, VALIDITY AND DURATION
20.1 The Agreement, together with all SOWs, constitutes the
entire agreement between Global and the Company as to
their respective subject matters, and supersedes all other
oral and written representations, understandings or
agreements between them as to their respective subject
matters. Where there is a conflict between the terms of
agreement contained in this Agreement (or an SOW) and
any prior written proposals, quotations or submissions
provided by Global to the Company regarding the Services
under this Agreement, this Agreement (or the SOW) will
take preference.
20.2 Should either Party wish to make any change to the body
of this Agreement, including the annexures and/or the
schedules, or to an SOW, such change shall only take
effect once reduced to writing and signed by both Parties.
This same restriction applies to the waiving of this
requirement, which cannot be overridden verbally or by
action implying intention.
20.3 Notwithstanding the signature date, this Agreement shall
be regarded as commencing on the Effective Date and
shall, unless terminated earlier in terms of this Agreement,
automatically terminate once the Services under this
Agreement have been rendered by Global and all monies
related thereto have been paid over by the Company to
Global, unless a further agreement, replacing and
superseding this Agreement, is concluded in writing
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© Global Corporation LLC, 2011
between the Parties.
20.4 All obligations created in this Agreement shall survive
change or termination of the business relationship between
the Parties, unless such obligations have been expressly
terminated in writing by both Parties.
21 SEPARATE UNDERTAKINGS
21.1 Each undertaking in this Agreement shall be deemed to be
and shall be construed as an undertaking separate and
severable from every other undertaking given in terms of
this Agreement.
21.2 No undertaking shall be limited or restricted by reference
to or inference from any other separate acknowledgement
and undertaking.
21.3 If any provision or undertaking in this Agreement is or
becomes illegal, invalid or unenforceable, such provision
shall be divisible and be regarded as pro non scripto, the
remainder of this Agreement to be regarded as valid and
binding.
22 STATEMENTS OF WORK
22.1 Any new or additional services to be rendered by Global to
the Company outside of the scope of this Agreement
(“SOW Services”) shall be detailed in a statement of work
document (“SOW”), signed by both Parties.
22.2 The SOW shall define the following:
22.2.1 The type of Services to be provided;
22.2.2 The scope of the new or additional products,
Deliverables and/or Services;
22.2.3 The approach to be followed;
22.2.4 The location(s) at which the Services are to be rendered;
22.2.5 The timeline, milestones and key Deliverables;
22.2.6 Terms related to the provision of hardware and/or
software under the SOW, including any terms related to
licensing;
22.2.7 Special invoicing terms;
22.2.8 If required, any special limitations of the liability of the
Parties under such SOW.
22.3 All provisions of this Agreement which are not expressly
changed or excluded in an SOW or which do not conflict
with any provision of an SOW, shall continue to bind the
Parties in respect of the SOW Services.
22.4 Unless stated otherwise in an SOW, each SOW, as read
together with this Agreement, shall form the sole basis of
the agreement between the Parties as to its subject matter.
Where there is a conflict between the terms of this
Agreement and the terms of an SOW, the SOW will take
preference.
22.5 Where there is a conflict between the terms contained in
an SOW, and the Proposal submitted in terms of that
SOW, the SOW will take preference.
22.6 Unless agreed otherwise between the Parties, any
amendments to this Agreement, in terms of clause 20.2,
shall apply to current SOWs at the time of such
amendments.
22.7 The liability of the Parties under each SOW shall be
separate from the liability of the Parties under the rest of
the Agreement, and shall not be taken into account for
purposes of determining the Maximum Liability of the
Parties as stipulated in Clause 13.1. Unless otherwise
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement
agreed between the Parties, each Party's total liability for
damages for any claim arising out of an individual SOW
shall be limited to the total fees payable for that SOW,
subject to the terms of clause 13.
23 GOVERNING LAW
23.1 The Agreement is governed by South African law, without
giving effect to any conflict of laws.
23.2 Subject to clause 18, this Agreement will be subject to the
jurisdiction of the Courts of the Republic of South Africa.
24 EXCLUSIVITY
24.1 The Company acknowledges that Global may already
have provided the same or similar services to other parties
and that Global may have agreements similar to this
Agreement with other parties.
24.2 Where Global is aware of the same or similar services
being rendered by Global to other parties, or agreements
similar to this Agreement existing between Global and
other parties, safeguards will be implemented by Global to
protect the interests of the Company. Global undertakes
to protect the Confidential Information of the Company as
recorded in this Agreement.
24.3 Nothing in this Agreement shall be construed as creating
an exclusive relationship between Global and the
Company, or as precluding or limiting in any way the right
of Global to render consulting or other services of any kind
or nature whatsoever to any person or entity as Global, in
its sole discretion, deems appropriate.
25 GENERAL
25.1 Notwithstanding the provisions of clause 10 above, unless
the Company expressly and in writing forbids such
disclosure, Global shall have the right to use the name of
the Company and a broad description of the Project, as a
reference in proposals or similar submissions which it
make to prospective clients.
25.2 Either Party desiring to issue a news release,
advertisement or other form of publicity concerning efforts
in connection with this Agreement shall obtain the written
consent of the other Party prior to the release of such
publicity, which consent will not be unreasonably delayed
or withheld.
25.3 The relationship between the Parties shall be one of the
utmost good faith and each Party undertakes to observe
the utmost good faith towards the other, and to act
reasonably with respect to matters that relate to the
Agreement.
25.4 This Agreement, or any SOW, may be executed in
counterparts, each of which together constitutes a single
agreement between the Parties thereto, but shall not be
effective until each Party has executed at least one
counterpart. Each such counterpart shall be deemed to be
an original thereof, but all the counterparts shall together
constitute the same instrument.
25.5 No latitude, extension or other indulgence which may be
given or allowed by any Party (“the Grantor”) to any other
Party in respect of any obligation under the Agreement
shall under any circumstances operate as a waiver or
novation of, or otherwise affect, any of the Grantor’s rights
in terms hereof or arising herefrom, or preclude the
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© Global Corporation LLC, 2011
Grantor from enforcing at any time and without notice,
strict and punctual compliance with each and every
provision or term hereof.
25.6 The Parties agree that the rule of construction that the
Agreement or any SOW shall be interpreted against the
Party responsible for the drafting of the Agreement, shall
not apply.
25.7 The Parties shall each pay their own costs of negotiating,
drafting, preparing and implementing this Agreement.
26 REPRESENTATION
26.1 Global represents and warrants that it has the required
power and necessary authority to enter into this
Agreement and to consummate the transaction
contemplated herein. The Global Representative, as
defined in annexure A, warrants that s/he has the
necessary authority to represent Global and to sign this
Agreement on behalf of Global.
26.2 The Company represents and warrants that it has the
required power and necessary authority to enter into this
Agreement and to consummate the transaction
contemplated herein. The Company Representative, as
defined in annexure A, warrants that s/he has the
necessary authority to represent the Company and to sign
this Agreement on behalf of the Company.
27 DOMICILIUM CITANDI ET EXECUTANDI
27.1 The Parties select as their respective domicilia citandi et
executandi, and for the purposes of giving or sending any
notice provided for or required in terms of this Agreement,
the addresses as described in annexure A, or such other
address or telefax number as may be substituted by notice
given as herein required.
27.2 Any notice addressed to a Party at its physical or postal
address shall be sent by prepaid registered post, or
delivered by hand, or sent by telefax.
27.3 Any notice shall be deemed to have been given:
27.3.1 If posted by prepaid registered post, 7 (seven) days after
the date of posting thereof;
27.3.2 If hand delivered, on the day of delivery; or
27.3.3 If sent by telefax, on the date and time of sending of
such telefax, as evidenced by a fax confirmation printout.
27.4 Global and the Company may communicate with each
other by electronic means; provided that electronic
communication will not be acceptable for formal notices
required to be given under this Agreement. Such
communication is acceptable as a signed written notice to
the extent permissible under any applicable law.
27.5 The provisions of this clause 27 are severable from the
rest of the provisions of this Agreement and shall survive
its termination and continue to be of full force.
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 Global Corporation LLC, Dubai :: Sub-Contracting Agreement

ANNEXURE A – REPRESENTATION AND DOMICILIA

Global Addresses:

Physical Address: M03 Mamzar Lagoons Building, Al-Mamzar

Postal Address: P.O.Box 90329

For attention: Consulting QRM Department

Telefax Number: +97142965576

For attention: Consulting QRM Department

E-Mail Address:

Global Representative:

Name: Mr. Sanjay

Position: Project Director

Contact Details: + 971502877423

Nulane Addresses:

Physical Address: 1st Floor, East Wing, 11 Alice Lane, Sandton 2196
For attention: Mr. Dinesh Patel

Postal Address: 1st Floor, East Wing, 11 Alice Lane, Sandton 2196
For attention: Mr. Dinesh Patel

Telefax Number: 086 733 1628

For attention: Mr. Dinesh patel

E-Mail Address: projects@nulanesa.co.za

Company Representative:

Name: Mr. Dinesh Patel

Position: Projects Director

Contact Details: 011 784 8618

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ANNEXURE B – GLOBAL CORPORATION BANKING

Name of bank: National Bank of Abu Dhabi

Bank Address: P.O.Box 45493, Sharjah, UAE

Currency of Account: United States Dollars

Account holder: Global Corporation LLC

Account number: 6202119780

SWIFT code: NBADAEAASHA

Any changes to the above banking details of Global will be advised by Global to the Company in writing. In the event of the Company receiving
what appears to be an instruction from Global amending the Global banking details, the Company shall only be entitled to act upon such
instruction if it was received in writing from, or confirmed in writing with, the Global Project Director.

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ANNEXURE C – BACKGROUND TO THE PROJECT

This annexure describes the background to the Project, as contemplated in clause Error! Reference source not found. of this Agreement, but
is included in this Agreement for information purposes only, and does not form part of this Agreement or confer obligations on either Party.

Mission Statement
South Africa’s rich and textured history, inform and guide the City for Tomorrow to be a community that meets the vital human needs
of the present, while prepared to meet the needs of the future through balanced ecological, economic, and community systems.
The City for Tomorrow is a safe, healthy, and viable community for human interaction, education, employment, recreation, housing,
commerce, and cultural development.

Guiding Principles:
The Free State Province desires the preparation and commissioning of a Master Plan and the schematic design for the City
of Tomorrow. The high-level deliverables for the Project are listed below:
• Create a New Dynamic ‘Global City’
• Create a Green City (COP 17 - Climate Change Conference)
• Create a Healthy & Vibrant Community
• Create New Central Focus of the Province
• Improve Accessibility to City Services
• Provide Primary Residential Opportunity to Government Sector Employees
• Provide Affordable & Diverse Housing Options
• Provide Transit-Oriented Development
• Provide Housing Close to Employment Sectors
• Provide Jobs for 15-35 Years Age Group
• Improve Employment Opportunities to Appeal to College Educated and Others Making up “Brain Trust”
• Integrate Science and Technology Research & Development Hub for Education and Employment
• Utilize & Expand Upon Existing Rail and Power Infrastructure

Sustainability Vision
• Create a robust framework for a sustainable community;
• Maximize the use of microclimatic effects to enhance external thermal comfort;
• Deliver high quality public realm areas;
• Maximize energy efficiency and reduce carbon emissions across the site;
• Reduce car use and provide low emission and mass transportation options;
• Maximize water efficiency, reduce water consumption, and maximize water recycling;
• Promote sustainable waste management; and
• Establish procurement policies that specify products and materials with high sustainability performance.

Key Sustainability Themes

• Urban and Community Form;
• Energy;
• Water;
• Transportation and Mobility;
• Ecology and Landscape; and
• Material and Waste

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ANNEXURE ‘D’ – PROJECT FEES & PAYMENT SCHEDULE

PROJECT FEES
The Total Contract Value is US$10million (US Dollars Ten million only).

PAYMENT SCHEDULE
Invoices for fees and expenses are presented monthly during the Project in accordance with a payment schedule to be agreed between the
Parties.

The Project Cost will be paid by the Company to Global without deduction or set-off as follows:
1. Five (5) equal monthly instalments payable by the Company to Global in advance every month, commencing with the first payment
within seven (7) days after the Company issues Global with a written “Notice to Proceed” and thereafter within seven (7) days upon
delivery of each monthly milestone succedding the month in which the commencement date occurs

2. The sixth and final payment will be paid in arrears sixty (60) days after global has presented its final deliverable to the Company and
both parties have signed off on the Project as presented and delivered by Global.

Each instalment of the Project cost will be paid by the Company by Electronic Funds transfer into such Bank account as Global may notify in
writing to the Company from time to time.

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ANNEXURE “E” – FORM OF STATEMENT OF WORK (SOW)

Day Work Stream 1 Scope & Deliverables Work Stream 2 Scope and Deliverables

0 Visioning Workshop Workshop 1

Regional Analysis Site Visit
Site Selection Programming Workshop
Opportunerties and Constraints Development of Finalized Programme Brief
Conceptual Master Plan Alternatives Preliminary Design Alternatives

30 Workshop 2 - Preferred Concept / Site Selection Workshop 2 - On Site Project Envisioning

Preferred Master Plan Development of Refined Concept Alternatives
Preferred Land Use Plan Development of Preferred Alternatives
Open Space and Landscape Plan Concept Development Design Documentation & Report
Circulation and Transportation Plan
Preliminary Character Images
Preliminary Market Study Analysis
Preliminary Transportation Strategies and Alternatives
Preferred Conceptual Plan

60 Workshop 3 - Conceptual Plan Presentation Workshop 3 - Concept Design Presentation

Preferred Conceptual Plan Begin Schematic Design Work
Statistical Land Use Summary
Preferred Land Use Diagram Site Plans
Preliminary Open Space and Amenities Diagram Floor Plans
Preliminary Circulation Diagram Building Elevations
Draft Concept Master Plan Resort Building Sections
Draft Concept Master Plan Presentation Enlarged Floor Plans
Final Concept Master Plan
Reflected Ceiling Plans
90 Concept Master Plan Presentation Exterior Detailing
Final Master Plan Report Production Interior Detailing
Site Analysis Door and Window Schedules
Road Hierarchy and Accessibility Mechanical Piping Plans
Street Sections Mechanical HVAC Plans
Land Use Plan and Statistical Summary Mechanical Equipment Schedules
Illustrative Plan Electrical Power Plans
Concept Landscape Design Electrical Lighting Plans
Phasing Diagram Telecommunication Plans
Preliminary Infrastructure Utilities Electrical Riser Diagrams
Preliminary Security Diagram Fire Alarm Rise Diagrams
Preliminary Branding Concepts and Strategy Structural Foundation Plans
Electronic Massing Model Structural Framing Plans
Artist Renderings Structural Details
Conceptual Development Design Structural Wall Sections
Character Images Stair and Elevator Details
Phase 1 Strategic Land Use Plan
Phase 1 Alternative Plans
Develop Site Character Images

120 Workshop 4 - Preferred Site Plan and Presentation Workshop 4 - Schematic Design Progress
Draft Circulation and Transport System Grading and Topographic Plans
Draft Site Design of Government Centre Utility Plans
Draft Site Design of Community Facilities and Amenities Storm Water Plans
Draft Site Design of Plaza/Parks/Public Realm Civil Engineering Details
Draft Site Design of Streetscapes/Sections Landscape Planting Plans

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150 Draft Phase 1 Site Plan and Presentation Irrigation Plans

Circulation and Transportation System Planting Schedules
Site Design of Government Centre
Site Design of Community Facilities and Amenities Schematic Level Performance Specifications
Site Design of Plaza/Parks/Public Realm
Site Design of Streetscapes/Sections

180 Final Phase 1 Site Plan Report and Guidelines Workshop 5 - Handoff Meeting of 100% SD

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SIGNATURES

THUS DONE AND SIGNED at ______________ by Global on this the day of _____.

(Print Name in block letters) Designation Signature

For and on behalf of Global and duly authorised
thereto.

AS WITNESSES:

1. ____________________________________________

2. ____________________________________________

THUS DONE AND SIGNED at ______________ by the Company on this the day of _____.

(Print Name in block letters) Designation Signature

For and on behalf of the Company and duly
authorised thereto.

AS WITNESSES:

1. ____________________________________________

2. ____________________________________________

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